PENNSYLVANIA POWER COMPANY

                                       To

                                 CITIBANK, N.A.,
                                            As Trustee

                                 -----------

                            Forty-ninth Supplemental
                                    Indenture

                        Providing among other things for


            First Mortgage Bond, Pledge Series A of 2001 due 2021 First Mortgage
            Bond, Pledge Series B of 2001 due 2017


                            Dated as of June 1, 2001


<PAGE>


      FORTY-NINTH  SUPPLEMENTAL  INDENTURE,  dated as of June 1, 2001,  made and
entered into by and between PENNSYLVANIA POWER COMPANY, a corporation  organized
and  existing  under  the laws of the  Commonwealth  of  Pennsylvania,  with its
principal place of business in Akron, Summit County, Ohio (hereinafter sometimes
referred to as the "Company") and CITIBANK, N.A., a national banking association
incorporated  and existing under the laws of the United States of America,  with
its principal office in the Borough of Manhattan,  The City, County and State of
New York (hereinafter sometimes referred to as the "Trustee"),  as trustee under
the  Indenture  dated as of November 1, 1945  between the Company and  CITIBANK,
N.A. (successor to The First National Bank of The City of New York), as trustee,
as supplemented and amended by Supplemental  Indentures  between the Company and
the  Trustee,  dated as of May 1, 1948,  as of March 1, 1950,  as of February 1,
1952,  as of October 1, 1957, as of September 1, 1962, as of June 1, 1963, as of
June 1, 1969,  as of May 1, 1970, as of April 1, 1971, as of October 1, 1971, as
of May 1, 1972,  as of December 1, 1974,  as of October 1, 1975, as of September
1, 1976, as of April 15, 1978, as of June 28, 1979, as of January 1, 1980, as of
June 1, 1981,  as of January 14, 1982,  as of August 1, 1982, as of December 15,
1982,  as of December 1, 1983,  as of September 6, 1984, as of December 1, 1984,
as of May 30, 1985,  as of October 29, 1985,  as of August 1, 1987, as of May 1,
1988,  as of November 1, 1989,  as of December 1, 1990, as of September 1, 1991,
as of May 1, 1992, as of July 15, 1992, as of August 1, 1992, as of May 1, 1993,
as of July 1, 1993,  as of August  31,  1993,  as of  September  1, 1993,  as of
September  15, 1993, as of October 1, 1993, as of November 1, 1993, as of August
1, 1994,  as of September 1, 1995, as of June 1, 1997, as of June 1, 1998, as of
September  29,  1999  and  as  of  November  15,  1999  (said  Indenture  as  so
supplemented  and  amended,  and  as  hereby  supplemented  and  amended,  being
hereinafter sometimes referred to as the "Indenture");

      WHEREAS,  the Company and the Trustee  have  executed  and  delivered  the
Indenture  for the  purpose of  securing  an issue of bonds of the First  Series
described  therein and such additional  bonds as may from time to time be issued
under and in accordance with the terms of the Indenture, the aggregate principal
amount of bonds to be secured thereby being not limited, and the Indenture fully
describes  and sets forth the  property  conveyed  thereby and is filed with the
Secretary of the  Commonwealth of Pennsylvania and the Secretary of State of the
State of Ohio and will be of record in the  office of the  recorder  of deeds of
each county in the  Commonwealth of Pennsylvania  and the State of Ohio in which
this Forty-ninth  Supplemental Indenture is to be recorded and is on file at the
corporate trust office of the Trustee, above referred to; and

      WHEREAS,  the Indenture  provides for the issuance of bonds  thereunder in
one or  more  series  and  the  Company,  by  appropriate  corporate  action  in
conformity  with the terms of the Indenture,  has duly  determined to create two
such series of bonds under the  Indenture,  to be designated,  respectively,  as
"First Mortgage Bonds, Pledge Series A of 2001 due 2021" (hereinafter  sometimes
referred to as the "bonds of the 2021  Series"),  the bonds of which are to bear
interest  at the same rate as that of the  Beaver  County  Industrial  Authority
Pollution Control Revenue  Refunding Bonds,  Series 2001-A  (Pennsylvania  Power
Company Project) referred to herein, and are to mature on September 1, 2021, and
First Mortgage Bonds,  Pledge Series B of 2001 due 2017" (hereinafter  sometimes
referred to as the "bonds of the 2017  Series"),  the bonds of which are to bear
interest at the same rate as that of the Lawrence  County  Industrial  Authority
Pollution Control Revenue  Refunding Bonds,  Series 2001-A  (Pennsylvania  Power
Company Project) referred to herein, and are to mature on March 1, 2017;


<PAGE>


      AND WHEREAS each of the bonds of the 2021 Series and the bonds of the 2017
Series and in each case the Trustee's Authentication  Certificate thereon are to
be substantially in the following forms, respectively, to wit:

                        [FORM OF BOND OF THE 2021 SERIES]

                                     [FACE]

      This Bond is not  transferable  except to a successor  to Ambac  Assurance
Corporation under the Insurance Agreement, dated as of June 1, 2001, between the
Company and Ambac Assurance Corporation,  or in compliance with a final order of
a  court  of  competent  jurisdiction  in  connection  with  any  bankruptcy  or
reorganization proceeding of the Company.

                           PENNSYLVANIA POWER COMPANY

            FIRST MORTGAGE BOND, PLEDGE SERIES A OF 2001 DUE 2021

$__________                                                 No.___________


     PENNSYLVANIA POWER COMPANY, a Pennsylvania  corporation (hereinafter called
the "Company"),  for value received, hereby promises to pay to_________________,
registered assigns,  the principal sum of  _____________________________________
Dollars on September 1, 2021, and to pay the registered  holder hereof  interest
on said sum from the Initial Interest Accrual Date (hereinbelow  defined) at the
rate  from  time to time  borne  by the  Beaver  County  Industrial  Development
Authority Pollution Control Revenue Refunding Bonds, Series 2001-A (Pennsylvania
Power Company  Project) (the "Authority  Bonds") issued on behalf of the Company
by the Beaver County Industrial  Development  Authority (the "Authority ") under
the Trust  Indenture,  dated as of June 1, 2001  ("Authority  Bond  Indenture"),
between the Authority and The Bank of New York, as trustee (such trustee and any
successor  trustee  being  hereinafter   referred  to  as  the  "Authority  Bond
Trustee");  provided, however, that in no event shall the rate of interest borne
by the Bonds of this series exceed 10% per annum.  The principal of and interest
on this bond  shall be  payable  at the  office or agency of the  Company in the
Borough of Manhattan,  The City, County and State of New York, or in the City of
Akron,  State of Ohio,  designated for that purpose,  in any coin or currency of
the United  States of America  which at the time of payment is legal  tender for
public and private debts.

      The  provisions of this bond are continued on the reverse  hereof and such
continued provisions shall for all purposes have the same effect as though fully
set forth at this place.

      This bond shall not be valid or become  obligatory  for any purpose unless
and until it shall have been  authenticated  by the  execution by the Trustee or
its successor in trust under the Indenture of the certificate hereon.


<PAGE>


      IN WITNESS WHEREOF,  PENNSYLVANIA POWER COMPANY has caused this bond to be
executed in its name by its  President or one of its Vice  Presidents  by his or
her  signature or a facsimile  thereof,  and its  corporate  seal or a facsimile
thereof to be affixed  hereto or imprinted  hereon and attested by its Corporate
Secretary or one of its Assistant Corporate  Secretaries by his or her signature
or a facsimile thereof.

Dated:




                                    PENNSYLVANIA POWER COMPANY




                                    By -----------------------------
                                              Vice President


Attest:



-----------------------------
    Corporate Secretary


                [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

      This bond is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.

                                 CITIBANK, N.A.
                                   as Trustee,

                        By ---------------------------
                               Authorized Officer



<PAGE>


                        [FORM OF BOND OF THE 2021 SERIES]

                                    [REVERSE]

                           PENNSYLVANIA POWER COMPANY

            FIRST MORTGAGE BOND, PLEDGE SERIES A OF 2001 DUE 2021

      This bond is one of the bonds  issued  and to be issued  from time to time
under and in accordance with and all secured by an indenture of mortgage or deed
of trust dated as of  November 1, 1945,  and  indentures  supplemental  thereto,
given by the Company to Citibank,  N.A. (successor to The First National Bank of
The City of New York), as trustee (hereinafter referred to as the "Trustee"), to
which indenture and indentures  supplemental  thereto  (hereinafter  referred to
collectively as the  "Indenture")  reference is hereby made for a description of
the property  mortgaged  and pledged,  the nature and extent of the security and
the rights,  duties and  immunities  thereunder of the Trustee and the rights of
the  holders of the bonds and  coupons  and of the Trustee and of the Company in
respect of such security,  and the  limitations on such rights.  By the terms of
the Indenture,  the bonds to be secured thereby are issuable in series which may
vary as to date, amount, date of maturity, rate of interest, terms of redemption
and in other respects as in the Indenture provided.

      The Indenture contains provisions  permitting the Company and the Trustee,
with the  consent  of the  holders of not less than  seventy-five  per centum in
principal amount of the bonds (exclusive of bonds  disqualified by reason of the
Company's interest therein) at the time outstanding, including, if more than one
series of bonds shall be at the time outstanding, not less than sixty per centum
in  principal  amount  of each  series  affected,  to  effect,  by an  indenture
supplemental to the Indenture, modifications or alterations of the Indenture and
of the rights and  obligations  of the  Company and the rights of the holders of
the  bonds  and  coupons;  provided,  however,  that  no  such  modification  or
alteration  shall be made without the written  approval or consent of the holder
hereof  which will (a) extend  the  maturity  of this bond or reduce the rate or
extend  the time of  payment  of  interest  hereon or reduce  the  amount of the
principal hereof or reduce any premium payable on the redemption  hereof, or (b)
permit the  creation  of any lien,  not  otherwise  permitted,  prior to or on a
parity  with the lien of the  Indenture,  or (c)  reduce the  percentage  of the
principal  amount of the bonds upon the  approval  or consent of the  holders of
which modifications or alterations may be made as aforesaid.

      The bonds of this  series  are issued and to be issued in order to provide
security to Ambac Assurance  Corporation,  a Wisconsin domiciled stock insurance
corporation  ("the  Insurer")  in  connection  with its  issuance of a financial
guaranty  insurance  policy  (the  "Policy")  in  favor  of the  holders  of the
Authority Bonds pursuant to the Insurance Agreement (the "Insurance  Agreement")
dated as of June 27,  2001  between the  Insurer  and the  Company.  In order to
provide monies to fund a loan made by the Authority to the Company pursuant to a
Pollution Control Facilities Loan Agreement dated as of June 1, 2001 between the
Authority and the Company (the "Loan  Agreement"),  the Authority has issued the
Authority Bonds under and pursuant to the Authority Indenture.  Payments made by
the Company of  principal  and interest on the bonds of this series are intended
to be  sufficient  to reimburse  the Insurer for any  payments of principal  and
interest made by the Insurer on the Authority Bonds pursuant to the Policy.


<PAGE>


      The bonds of this  series are not  transferable  except (i) as required to
effect an assignment to a successor of the Insurer under the Insurance Agreement
or (ii) in compliance with a final order of a court of competent jurisdiction in
connection with any bankruptcy or reorganization proceeding of the Company.

      The "Initial  Interest  Payment Date" on the bonds of this series shall be
the date one (1)  business day  following  the receipt by the Insurer of written
notification  of  Nonpayment  (as  defined  in the  Policy) of  interest  on the
Authority  Bonds when such interest  shall have come Due for Payment (as defined
in the Policy),  written  notification of which the Insurer shall provide to the
Company and the Trustee,  and the "Initial  Interest  Accrual Date" shall be the
date six months prior to such Initial  Interest  Payment Date. The next Interest
Payment  Date shall be the date six months  after the Initial  Interest  Payment
Date,  and each  successive  Interest  Payment Date shall be the date six months
after the immediately  preceding Interest Payment Date; provided,  however, that
the last  Interest  Payment  Date shall be the date of  maturity of the bonds of
this series and the interest so payable on such  maturity date shall accrue from
the  immediately  preceding  Interest  Payment  Date to but not  including  such
maturity date.  Notwithstanding  anything herein to the contrary,  the amount of
interest  payable  on the  bonds of the  series  on any  Interest  Payment  Date
(including  the  Initial  Interest  Payment  Date)  shall not  exceed the amount
actually  paid to holders of Authority  Bonds by the Insurer under the Policy in
respect of the  Nonpayment  of interest Due for Payment on the  Authority  Bonds
over the period from the  immediately  preceding  Interest  Payment  Date to and
including  such Interest  Payment Date (or if such Interest  Payment Date is the
Initial  Interest  Payment Date, then from the Initial  Interest Accrual Date to
such Interest Payment Date).

      The Company's obligation to make payments with respect to the principal of
and/or  interest  on the  bonds of this  series  shall  be  fully  or  partially
satisfied and  discharged to the extent that, at the time any such payment shall
be due, the corresponding amount then due of principal of and/or interest on the
Authority  Bonds  shall have been fully or  partially  paid  (other  than by the
application of the proceeds of any payment by the Insurer under the Policy),  as
the case may be, or there shall have been deposited  with the Authority  Trustee
pursuant to the Authority  Indenture trust funds sufficient under such indenture
to fully or partially pay, as the case may be, the corresponding amount then due
of  principal  of and/or  interest  on the  Authority  Bonds  (other than by the
application  of the  proceeds of any payment by the Insurer  under the  Policy).
Notwithstanding  anything  contained herein or in the Indenture to the contrary,
the Company shall be obligated to make payments with respect to the principal of
and/or  interest on the bonds of this series only to the extent that the Insurer
has made a payment with respect to the Authority Bonds under the Policy.

      Upon payment of the principal of and interest due on the Authority  Bonds,
whether  at  maturity  or prior  to  maturity  by  acceleration,  redemption  or
otherwise,  or upon  provision  for the  payment  thereof  having  been  made in
accordance  with the Authority  Indenture  (other than by the application of the
proceeds  of any  payment by the Insurer  under the  Policy),  the bonds of this
series in a principal amount equal to the principal amount of Authority Bonds so
paid or for which such provision for payment has been made shall be deemed fully
paid,  satisfied and  discharged and the  obligations of the Company  thereunder
shall be terminated  and such bonds of this series shall be  surrendered  to and
canceled  by the  Trustee.  From and after the  Release  Date (as defined in the
Insurance  Agreement),  the bonds of this  series  shall be deemed  fully  paid,
satisfied and discharged and the obligation of the Company  thereunder  shall be
terminated.  On the Release Date,  the bonds of this series shall be surrendered
to and canceled by the Trustee.


<PAGE>


      The bonds of this series are subject to mandatory redemption,  in whole or
in  part,  as the case may be,  on each  date  that  Authority  Bonds  are to be
redeemed. The principal amount of the Bonds of this series to be redeemed on any
such date shall be equal to the principal  amount of Authority  Bonds called for
redemption  on that date.  All  redemptions  of bonds of this series shall be at
100% of the principal  amount thereof,  plus accrued  interest to the redemption
date.

      In case of certain  defaults as specified in the Indenture,  the principal
of this bond may be declared or may become due and payable on the conditions, at
the time, in the manner and with the effect provided in the Indenture.

      No recourse  shall be had for the payment of the  principal of or interest
on this bond, or for any claim based hereon,  or otherwise in respect  hereof or
of the  Indenture,  to or against  any  incorporator,  stockholder,  director or
officer, past, present or future, as such, of the Company, or of any predecessor
or  successor  company,   either  directly  or  through  the  Company,  or  such
predecessor  or successor  company,  or  otherwise,  under any  constitution  or
statute or rule of law, or by the  enforcement of any assessment or penalty,  or
otherwise,  all such  liability of  incorporators,  stockholders,  directors and
officers,  as such,  being waived and released by the holder and owner hereof by
the acceptance of this bond and being likewise  waived and released by the terms
of the Indenture.

      The bonds of this series are issuable  only as  registered  bonds  without
coupons in  denominations of $1,000 and, if higher,  any authorized  multiple of
$1,000.  Except as may be stated in any legend written on the face of this bond,
this bond is  transferable  by the  registered  holder  hereof,  in person or by
attorney duly authorized,  at the corporate trust office of the Trustee,  in the
Borough of Manhattan,  The City,  County and State of New York, or at such other
place or places as the  Company  may  designate  by  resolution  of the Board of
Directors,  but only in the manner  and upon the  conditions  prescribed  in the
Indenture,  upon the surrender and  cancellation of this bond and the payment of
charges for transfer, and upon any such transfer a new registered bond or bonds,
without coupons, of the same series and maturity date and for the same aggregate
principal amount, in authorized denominations,  will be issued to the transferee
in exchange herefor.  The Company,  the Trustee and any agent designated to make
transfers  or exchanges of bonds of this series may deem and treat the person in
whose  name this  bond is  registered  as the  absolute  owner for all  purposes
including the purpose of the receipt of payment. Registered bonds of this series
shall be exchangeable at said corporate trust office of the Trustee,  or at such
other place or places as the Company may designate by resolution of the Board of
Directors,  for registered  bonds of other authorized  denominations  having the
same  aggregate  principal  amount,  in  the  manner  and  upon  the  conditions
prescribed in the  Indenture.  Neither the Company nor the Trustee nor any other
agent  designated  for such  purpose  shall be  required  to make  transfers  or
exchanges of bonds of this series during the period between any interest payment
date for such series and the record date next  preceding  such interest  payment
date.  Notwithstanding any provisions of the Indenture,  no charge shall be made
upon any  transfer or exchange of bonds of this series other than for any tax or
taxes or other governmental charge required to be paid by the Company.


<PAGE>


                   [END OF FORM OF BOND OF THE 2021 SERIES]

                        [FORM OF BOND OF THE 2017 SERIES]

                                     [FACE]

      This Bond is not  transferable  except to a successor  to Ambac  Assurance
Corporation under the Insurance Agreement, dated as of June 1, 2001, between the
Company and Ambac Assurance Corporation,  or in compliance with a final order of
a  court  of  competent  jurisdiction  in  connection  with  any  bankruptcy  or
reorganization proceeding of the Company.


                           PENNSYLVANIA POWER COMPANY

            FIRST MORTGAGE BOND, PLEDGE SERIES B OF 2001 DUE 2017


$______________                                                 No.___________

      PENNSYLVANIA POWER COMPANY, a Pennsylvania corporation (hereinafter called
the "Company"),  for value  received,  hereby promises to pay to , or registered
assigns,  the  principal  sum of  Dollars  on  March  1,  2017,  and to pay  the
registered  holder hereof interest on said sum from the Initial Interest Accrual
Date  (hereinbelow  defined) at the rate from time to time borne by the Lawrence
County  Industrial  Development  Authority  Pollution  Control Revenue Refunding
Bonds,  Series  2001-B  (Pennsylvania  Power Company  Project)  (the  "Authority
Bonds")  issued on behalf  of the  Company  by the  Lawrence  County  Industrial
Development Authority (the "Authority ") under the Trust Indenture,  dated as of
June 1, 2001 ("Authority Bond Indenture"), between the Authority and The Bank of
New York, as trustee (such trustee and any successor  trustee being  hereinafter
referred to as the "Authority  Bond  Trustee");  provided,  however,  that in no
event  shall the rate of interest  borne by the Bonds of this series  exceed 10%
per annum.  The  principal  of and interest on this bond shall be payable at the
office or agency of the Company in the Borough of  Manhattan,  The City,  County
and State of New York, or in the City of Akron,  State of Ohio,  designated  for
that  purpose,  in any coin or currency of the United States of America which at
the time of payment is legal tender for public and private debts.

      The  provisions of this bond are continued on the reverse  hereof and such
continued provisions shall for all purposes have the same effect as though fully
set forth at this place.

      This bond shall not be valid or become  obligatory  for any purpose unless
and until it shall have been  authenticated  by the  execution by the Trustee or
its successor in trust under the Indenture of the certificate hereon.


<PAGE>


      IN WITNESS WHEREOF,  PENNSYLVANIA POWER COMPANY has caused this bond to be
executed in its name by its  President or one of its Vice  Presidents  by his or
her  signature or a facsimile  thereof,  and its  corporate  seal or a facsimile
thereof to be affixed  hereto or imprinted  hereon and attested by its Corporate
Secretary or one of its Assistant Corporate  Secretaries by his or her signature
or a facsimile thereof.

Dated:



                                    PENNSYLVANIA POWER COMPANY



                                    By ---------------------------
                                             Vice President
Attest:

-----------------------------
    Corporate Secretary

                [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

      This bond is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.

                                 CITIBANK, N.A.
                                   as Trustee,

                        By ----------------------------
                               Authorized Officer


<PAGE>


                        [FORM OF BOND OF THE 2017 SERIES]

                                    [REVERSE]

                           PENNSYLVANIA POWER COMPANY

            FIRST MORTGAGE BOND, PLEDGE SERIES B OF 2001 DUE 2017

      This bond is one of the bonds  issued  and to be issued  from time to time
under and in accordance with and all secured by an indenture of mortgage or deed
of trust dated as of  November 1, 1945,  and  indentures  supplemental  thereto,
given by the Company to Citibank,  N.A. (successor to The First National Bank of
The City of New York), as trustee (hereinafter referred to as the "Trustee"), to
which indenture and indentures  supplemental  thereto  (hereinafter  referred to
collectively as the  "Indenture")  reference is hereby made for a description of
the property  mortgaged  and pledged,  the nature and extent of the security and
the rights,  duties and  immunities  thereunder of the Trustee and the rights of
the  holders of the bonds and  coupons  and of the Trustee and of the Company in
respect of such security,  and the  limitations on such rights.  By the terms of
the Indenture,  the bonds to be secured thereby are issuable in series which may
vary as to date, amount, date of maturity, rate of interest, terms of redemption
and in other respects as in the Indenture provided.

      The Indenture contains provisions  permitting the Company and the Trustee,
with the  consent  of the  holders of not less than  seventy-five  per centum in
principal amount of the bonds (exclusive of bonds  disqualified by reason of the
Company's interest therein) at the time outstanding, including, if more than one
series of bonds shall be at the time outstanding, not less than sixty per centum
in  principal  amount  of each  series  affected,  to  effect,  by an  indenture
supplemental to the Indenture, modifications or alterations of the Indenture and
of the rights and  obligations  of the  Company and the rights of the holders of
the  bonds  and  coupons;  provided,  however,  that  no  such  modification  or
alteration  shall be made without the written  approval or consent of the holder
hereof  which will (a) extend  the  maturity  of this bond or reduce the rate or
extend  the time of  payment  of  interest  hereon or reduce  the  amount of the
principal hereof or reduce any premium payable on the redemption  hereof, or (b)
permit the  creation  of any lien,  not  otherwise  permitted,  prior to or on a
parity  with the lien of the  Indenture,  or (c)  reduce the  percentage  of the
principal  amount of the bonds upon the  approval  or consent of the  holders of
which modifications or alterations may be made as aforesaid.

      The bonds of this  series  are issued and to be issued in order to provide
security to Ambac Assurance  Corporation,  a Wisconsin domiciled stock insurance
corporation,  (the  "Insurer")  in  connection  with its issuance of a financial
guaranty  insurance  policy  (the  "Policy")  in  favor  of the  holders  of the
Authority Bonds pursuant to the Insurance Agreement (the "Insurance  Agreement")
dated as of June 27,  2001  between the  Insurer  and the  Company.  In order to
provide monies to fund a loan made by the Authority to the Company pursuant to a
Pollution Control Facilities Loan Agreement dated as of June 1, 2001 between the
Authority and the Company (the "Loan  Agreement"),  the Authority has issued the
Authority Bonds under and pursuant to the Authority Indenture.  Payments made by
the Company of  principal  and interest on the bonds of this series are intended
to be  sufficient  to reimburse  the Insurer for any  payments of principal  and
interest made by the Insurer on the Authority Bonds pursuant to the Policy.


<PAGE>


      The bonds of this  series are not  transferable  except (i) as required to
effect an assignment to a successor of the Insurer under the Insurance Agreement
or (ii) in compliance with a final order of a court of competent jurisdiction in
connection with any bankruptcy or reorganization proceeding of the Company.

      The "Initial  Interest  Payment Date" on the bonds of this series shall be
the date one (1)  business day  following  the receipt by the Insurer of written
notification  of  Nonpayment  (as  defined  in the  Policy) of  interest  on the
Authority  Bonds when such interest  shall have come Due for Payment (as defined
in the Policy),  written  notification of which the Insurer shall provide to the
Company and the Trustee,  and the "Initial  Interest  Accrual Date" shall be the
date six months prior to such Initial  Interest  Payment Date. The next Interest
Payment  Date shall be the date six months  after the Initial  Interest  Payment
Date,  and each  successive  Interest  Payment Date shall be the date six months
after the immediately  preceding Interest Payment Date; provided,  however, that
the last  Interest  Payment  Date shall be the date of  maturity of the bonds of
this series and the interest so payable on such  maturity date shall accrue from
the  immediately  preceding  Interest  Payment  Date to but not  including  such
maturity date.  Notwithstanding  anything herein to the contrary,  the amount of
interest  payable  on the  bonds of the  series  on any  Interest  Payment  Date
(including  the  Initial  Interest  Payment  Date)  shall not  exceed the amount
actually  paid to holders of Authority  Bonds by the Insurer under the Policy in
respect of the  Nonpayment  of interest Due for Payment on the  Authority  Bonds
over the period from the  immediately  preceding  Interest  Payment  Date to and
including  such Interest  Payment Date (or if such Interest  Payment Date is the
Initial  Interest  Payment Date, then from the Initial  Interest Accrual Date to
such Interest Payment Date).

      The Company's obligation to make payments with respect to the principal of
and/or  interest  on the  bonds of this  series  shall  be  fully  or  partially
satisfied and  discharged to the extent that, at the time any such payment shall
be due, the corresponding amount then due of principal of and/or interest on the
Authority  Bonds  shall have been fully or  partially  paid  (other  than by the
application of the proceeds of any payment by the Insurer under the Policy),  as
the case may be, or there shall have been deposited  with the Authority  Trustee
pursuant to the Authority  Indenture trust funds sufficient under such indenture
to fully or partially pay, as the case may be, the corresponding amount then due
of  principal  of and/or  interest  on the  Authority  Bonds  (other than by the
application  of the  proceeds of any payment by the Insurer  under the  Policy).
Notwithstanding  anything  contained herein or in the Indenture to the contrary,
the Company shall be obligated to make payments with respect to the principal of
and/or  interest on the bonds of this series only to the extent that the Insurer
has made a payment with respect to the Authority Bonds under the Policy.

      Upon payment of the principal of and interest due on the Authority  Bonds,
whether  at  maturity  or prior  to  maturity  by  acceleration,  redemption  or
otherwise,  or upon  provision  for the  payment  thereof  having  been  made in
accordance  with the Authority  Indenture  (other than by the application of the
proceeds  of any  payment by the Insurer  under the  Policy),  the bonds of this
series in a principal amount equal to the principal amount of Authority Bonds so
paid or for which such provision for payment has been made shall be deemed fully
paid,  satisfied and  discharged and the  obligations of the Company  thereunder
shall be terminated  and such bonds of this series shall be  surrendered  to and
canceled  by the  Trustee.  From and after the  Release  Date (as defined in the
Insurance  Agreement),  the bonds of this  series  shall be deemed  fully  paid,
satisfied and discharged and the obligation of the Company  thereunder  shall be
terminated.  On the Release Date,  the bonds of this series shall be surrendered
to and canceled by the Trustee.


<PAGE>


      The bonds of this series are subject to mandatory redemption,  in whole or
in  part,  as the case may be,  on each  date  that  Authority  Bonds  are to be
redeemed. The principal amount of the Bonds of this series to be redeemed on any
such date shall be equal to the principal  amount of Authority  Bonds called for
redemption  on that date.  All  redemptions  of bonds of this series shall be at
100% of the principal  amount thereof,  plus accrued  interest to the redemption
date.

      In case of certain  defaults as specified in the Indenture,  the principal
of this bond may be declared or may become due and payable on the conditions, at
the time, in the manner and with the effect provided in the Indenture.

      No recourse  shall be had for the payment of the  principal of or interest
on this bond, or for any claim based hereon,  or otherwise in respect  hereof or
of the  Indenture,  to or against  any  incorporator,  stockholder,  director or
officer, past, present or future, as such, of the Company, or of any predecessor
or  successor  company,   either  directly  or  through  the  Company,  or  such
predecessor  or successor  company,  or  otherwise,  under any  constitution  or
statute or rule of law, or by the  enforcement of any assessment or penalty,  or
otherwise,  all such  liability of  incorporators,  stockholders,  directors and
officers,  as such,  being waived and released by the holder and owner hereof by
the acceptance of this bond and being likewise  waived and released by the terms
of the Indenture.

      The bonds of this series are issuable  only as  registered  bonds  without
coupons in  denominations of $1,000 and, if higher,  any authorized  multiple of
$1,000.  Except as may be stated in any legend written on the face of this bond,
this bond is  transferable  by the  registered  holder  hereof,  in person or by
attorney duly authorized,  at the corporate trust office of the Trustee,  in the
Borough of Manhattan,  The City,  County and State of New York, or at such other
place or places as the  Company  may  designate  by  resolution  of the Board of
Directors,  but only in the manner  and upon the  conditions  prescribed  in the
Indenture,  upon the surrender and  cancellation of this bond and the payment of
charges for transfer, and upon any such transfer a new registered bond or bonds,
without coupons, of the same series and maturity date and for the same aggregate
principal amount, in authorized denominations,  will be issued to the transferee
in exchange herefor.  The Company,  the Trustee and any agent designated to make
transfers  or exchanges of bonds of this series may deem and treat the person in
whose  name this  bond is  registered  as the  absolute  owner for all  purposes
including the purpose of the receipt of payment. Registered bonds of this series
shall be exchangeable at said corporate trust office of the Trustee,  or at such
other place or places as the Company may designate by resolution of the Board of
Directors,  for registered  bonds of other authorized  denominations  having the
same  aggregate  principal  amount,  in  the  manner  and  upon  the  conditions
prescribed in the  Indenture.  Neither the Company nor the Trustee nor any other
agent  designated  for such  purpose  shall be  required  to make  transfers  or
exchanges of bonds of this series during the period between any interest payment
date for such series and the record date next  preceding  such interest  payment
date.  Notwithstanding any provisions of the Indenture,  no charge shall be made
upon any  transfer or exchange of bonds of this series other than for any tax or
taxes or other governmental charge required to be paid by the Company.

                   [END OF FORM OF BOND OF THE 2017 SERIES]


<PAGE>


      AND  WHEREAS  all acts  and  things  necessary  to make  the  bonds,  when
authenticated by the Trustee and issued as in the Indenture provided, the valid,
binding and legal obligations of the Company,  and to constitute the Indenture a
valid, binding and legal instrument for the security thereof, have been done and
performed,  and the  creation,  execution  and delivery of the Indenture and the
creation,  execution  and issue of the bonds  subject to the terms hereof and of
the Indenture, have in all respects been duly authorized;

      NOW THEREFORE, in consideration of the premises, and of the acceptance and
purchase  by  holders  thereof of the bonds  issued  and to be issued  under the
Indenture,  and the sum of One Dollar duly paid by the  Trustee to the  Company,
and of other good and  valuable  consideration,  the  receipt of which is hereby
acknowledged,  and for the purpose of securing the due and  punctual  payment of
the principal of and premium,  if any, and interest on all bonds now outstanding
under the Indenture and the  $14,925,000  principal  amount of bonds of the 2021
Series and the $17,925,000 principal amount of bonds of the 2017 Series proposed
presently  to be issued  and all other  bonds  which  shall be issued  under the
Indenture,  and for  the  purpose  of  securing  the  faithful  performance  and
observance  of all  covenants  and  conditions  therein and in any  supplemental
indenture set forth, the Company has given, granted,  bargained, sold, released,
transferred,  assigned,  hypothecated,  pledged, mortgaged, confirmed, created a
security  interest  in, set over,  warranted,  aliened and conveyed and by these
presents  does  give,  grant,   bargain,   sell,  release,   transfer,   assign,
hypothecate, pledge, mortgage, confirm, create a security interest in, set over,
warrant,  alien and convey unto  Citibank,  N.A.,  as Trustee as provided in the
Indenture,  and its  successor  or  successors  in the trust  thereby and hereby
created and to its or their assigns forever,  all the right,  title and interest
of the  Company  in and to the  property  described  in the  Indenture  (and not
therein expressly excepted), together (subject to the provisions of Article X of
the  Indenture)  with the tolls,  rents,  revenues,  issues,  earnings,  income,
products and profits thereof,  and does hereby confirm that the Company will not
cause or consent to a partition, whether voluntary or through legal proceedings,
of property,  whether herein described or heretofore or hereafter  acquired,  in
which its ownership shall be as a tenant in common except as permitted by and in
conformity with the provisions of the Indenture and particularly of said Article
X thereof.

      TOGETHER  WITH  all  and  singular  the   tenements,   hereditaments   and
appurtenances  belonging or in any wise appertaining to the premises,  property,
franchises  and rights,  or any thereof,  referred to in the Indenture  (and not
therein  expressly  excepted) with the reversion and  reversions,  remainder and
remainders  and (subject to the  provisions of Article X of the  Indenture)  the
tolls, rents, revenues,  issues, earnings, income, products and profits thereof,
and all the estate,  right,  title and interest and claim whatsoever,  at law as
well as in equity,  which the Company now has or may hereafter acquire in and to
such  premises,  property,  franchises  and  rights  and every  part and  parcel
thereof, subject to "excepted encumbrances" of the original Indenture.

      TO HAVE AND TO HOLD all said  premises,  property,  franchises  and rights
hereby conveyed, assigned, pledged, or mortgaged, or intended so to be, unto the
Trustee, its successor or successors in trust, and their assigns forever.


<PAGE>


      BUT IN  TRUST,  NEVERTHELESS,  with  power  of  sale,  for the  equal  and
proportionate  benefit and security of the holders of all bonds now or hereafter
authenticated   and  delivered  under  the  Indenture,   and  interest   coupons
appurtenant thereto, pursuant to the provisions thereof, and for the enforcement
of the payment of said bonds and coupons when payable and the performance of and
compliance  with the covenants  and  conditions  of the  Indenture,  without any
preference, distinction or priority as to lien or otherwise of any bond or bonds
over others by reason of the  difference  in time of the actual  authentication,
delivery, issue, sale or negotiation thereof or for any other reason whatsoever,
except as otherwise  expressly  provided in the Indenture;  and so that each and
every bond now or hereafter  authenticated  and delivered  thereunder shall have
the same lien, and so that the principal of and premium, if any, and interest on
every such bond  shall,  subject to the terms of the  Indenture,  be equally and
proportionately  secured thereby and hereby,  as if it had been made,  executed,
authenticated,  delivered, sold and negotiated simultaneously with the execution
and delivery of the Indenture.

      AND IT IS EXPRESSLY  DECLARED that all bonds  authenticated  and delivered
and  secured  thereunder  and  hereunder  are to be  issued,  authenticated  and
delivered, and all said premises, property,  franchises and rights hereby and by
the Indenture  conveyed,  assigned,  pledged or mortgaged,  or intended so to be
(including  all the right,  title and  interest of the Company in and to any and
all premises,  property,  franchises  and rights of every kind and  description,
real,  personal and mixed,  tangible and intangible,  thereafter acquired by the
Company and whether or not specifically  described in the Indenture,  except any
therein expressly  excepted),  are to be dealt with and disposed of, under, upon
and  subject  to the terms,  conditions,  stipulations,  covenants,  agreements,
trusts, uses and purposes in the Indenture expressed, and it is hereby agreed as
follows:

      SECTION 1.  There is hereby  created a series of bonds  designated  Pledge
Series A of 2001 due 2021,  which shall also bear the  descriptive  title "First
Mortgage  Bond"  and  the  form  of  such  series  shall  be   substantially  as
hereinbefore  set forth.  Bonds of the 2021 Series  shall mature on September 1,
2021.  The bonds of the 2021  Series  may be  issued  only as  registered  bonds
without coupons in denominations  of $1,000 or, if higher,  in such multiples of
$1,000 as the Board of Directors shall approve,  and delivery to the Trustee for
authentication shall be conclusive evidence of such approval. The serial numbers
of bonds of the 2021  Series  shall be such as may be approved by any officer of
the Company,  the execution thereof by any such officer,  by facsimile signature
or otherwise,  to be  conclusive  evidence of such  approval.  Bonds of the 2021
Series shall bear interest from the Initial Interest Accrual Date (as defined in
the form of the bonds of the 2021 Series  hereinabove set forth) at the rate set
forth in the form thereof hereinbefore set forth.  Principal or redemption price
of and  interest  on said bonds  shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for public
and  private  debts at the  office or agency of the  Company  in the  Borough of
Manhattan, The City, County and State of New York, designated for that purpose.

      Bonds of the 2021 Series shall be exchangeable  and transferable as and to
the extent set forth in the form thereof hereinbefore set forth.


<PAGE>


      The bonds of the 2021 Series shall be  redeemable as set forth in the form
thereof  hereinbefore  set forth in whole or in part,  prior to  maturity,  upon
notice given by mailing the same, postage pre-paid, at least thirty days and not
more  than  forty-five  days  prior to the date  fixed  for  redemption  to each
registered  holder of a bond to be redeemed  at the last  address of such holder
appearing  on the  registry  books.  Redemption  of the bonds of the 2021 Series
shall be at the principal  amount thereof,  plus accrued interest thereon to the
date fixed for  redemption  and such amount  shall become due and payable on the
date fixed for such redemption.

      SECTION 2.  There is hereby  created a series of bonds  designated  Pledge
Series B of 2001 due 2017,  which shall also bear the  descriptive  title "First
Mortgage  Bond"  and  the  form  of  such  series  shall  be   substantially  as
hereinbefore set forth.  Bonds of the 2017 Series shall mature on March 1, 2017.
The bonds of the 2017  Series may be issued  only as  registered  bonds  without
coupons in denominations of $1,000 or, if higher, in such multiples of $1,000 as
the  Board  of  Directors  shall  approve,  and  delivery  to  the  Trustee  for
authentication shall be conclusive evidence of such approval. The serial numbers
of bonds of the 2017  Series  shall be such as may be approved by any officer of
the Company,  the execution thereof by any such officer,  by facsimile signature
or otherwise,  to be  conclusive  evidence of such  approval.  Bonds of the 2017
Series shall bear interest from the Initial Interest Accrual Date (as defined in
the form of the bonds of the 2017 Series  hereinabove set forth) at the rate set
forth in the form thereof hereinbefore set forth.  Principal or redemption price
of and  interest  on said bonds  shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for public
and  private  debts at the  office or agency of the  Company  in the  Borough of
Manhattan, The City, County and State of New York, designated for that purpose.

      Bonds of the 2017 Series shall be exchangeable  and transferable as and to
the extent set forth in the form thereof hereinbefore set forth.

      The bonds of the 2017 Series shall be  redeemable as set forth in the form
thereof  hereinbefore  set forth in whole or in part,  prior to  maturity,  upon
notice given by mailing the same, postage pre-paid, at least thirty days and not
more  than  forty-five  days  prior to the date  fixed  for  redemption  to each
registered  holder of a bond to be redeemed  at the last  address of such holder
appearing  on the  registry  books.  Redemption  of the bonds of the 2017 Series
shall be at the principal  amount thereof,  plus accrued interest thereon to the
date fixed for  redemption  and such amount  shall become due and payable on the
date fixed for such redemption.

       SECTION  3.  Bonds of the 2021  Series  shall be deemed to be paid and no
longer  outstanding  under the Indenture to the extent that Authority  Bonds (as
defined in the form of bonds of the 2021 Series  hereinbefore  set forth)  which
are outstanding from time to time under the Authority Bond Indenture (as defined
in the form of bonds of the 2021  Series  hereinbefore  set  forth)  are paid or
deemed  to be paid  and are no  longer  outstanding  and the  Trustee  has  been
notified to such effect by the Company. Bonds of the 2017 Series shall be deemed
to be paid and no longer  outstanding  under the  Indenture  to the extent  that
Authority Bonds (as defined in the form of bonds of the 2017 Series hereinbefore
set forth)  which are  outstanding  from time to time under the  Authority  Bond
Indenture (as defined in the form of bonds of the 2017 Series  hereinbefore  set
forth)  are paid or  deemed  to be paid and are no  longer  outstanding  and the
Trustee has been notified to such effect by the Company.


<PAGE>


      SECTION 4. The Company covenants and agrees that the provisions of Section
3 of the Fifth  Supplemental  Indenture dated as of September 1, 1962, which are
to  remain  in  effect  so  long as any  bonds  of the  Sixth  Series  shall  be
outstanding  under the Indenture,  shall remain in full force and effect so long
as any bonds of the 2021 Series or bonds of the 2017 Series shall be outstanding
under the Indenture.

      SECTION 5. As supplemented and amended by this Supplemental Indenture, the
Indenture is in all respects ratified and confirmed,  and the Indenture and this
Supplemental  Indenture  shall be read,  taken and construed as one and the same
instrument.

      SECTION 6. Nothing in this  Supplemental  Indenture  contained  shall,  or
shall be  construed  to,  confer  upon any  person  other than a holder of bonds
issued under the Indenture, the Company and the Trustee any right or interest to
avail  himself of any benefit  under any  provision of the  Indenture or of this
Supplemental Indenture.

      SECTION 7. The Trustee assumes no responsibility  for or in respect of the
validity or  sufficiency  of this  Supplemental  Indenture or the due  execution
hereof by the  Company  or for or in  respect  of the  recitals  and  statements
contained  herein,  all of which  recitals and statements are made solely by the
Company.

      SECTION  8.  This  Supplemental  Indenture  may  be  executed  in  several
counterparts  and all  such  counterparts  executed  and  delivered,  each as an
original, shall constitute but one and the same instrument.


<PAGE>


      PENNSYLVANIA  POWER  COMPANY  hereby  constitutes  and appoints  Arthur R.
Garfield to be its attorney for it and in its name as and for its  corporate act
and deed to acknowledge  this  Supplemental  Indenture  before any person having
authority to take such acknowledgement,  to the intent that the same may be duly
recorded.

      CITIBANK,  N.A.  hereby  constitutes  and  appoints P. De Felice to be its
attorney  for it and in its  name  as and  for its  corporate  act  and  deed to
acknowledge  this  Supplemental  Indenture before any person having authority to
take such acknowledgement, to the intent that the same may be duly recorded.


<PAGE>


      IN WITNESS  WHEREOF,  PENNSYLVANIA  POWER COMPANY has caused its corporate
name to be hereunto affixed,  and this instrument to be signed and sealed by its
President  or a Vice  President,  and its  corporate  seal to be attested by its
Corporate  Secretary or an Assistant  Corporate Secretary for and in its behalf,
in the City of Akron, County of Summit and State of Ohio and CITIBANK,  N.A., in
token of its  acceptance  of the  trust,  has caused  its  corporate  name to be
hereunto  affixed,  and this instrument to be signed by a Vice President and its
corporate seal to be affixed and attested by its Assistant Vice President in The
City of New York,  County  of New York and State of New York,  all as of the day
and year first above written.

                                          PENNSYLVANIA POWER COMPANY,

                                          By:
                                              ------------------------------
                                                  Arthur R. Garfield
                                                    Vice President

ATTEST:


By:
      ------------------------------
             Nancy C. Ashcom
           Corporate Secretary
                                                                        [Seal]


<PAGE>


Signed, sealed and delivered by
PENNSYLVANIA POWER COMPANY
in the presence of:


--------------------------------
         Michele Rankin


--------------------------------
          Nadine Stith


                                    CITIBANK, N.A.
                                    as Trustee as aforesaid


                                    By:
                                        --------------------------------
                                                  P. DeFelice
                                                 Vice President
ATTEST:


----------------------------
   Assistant Vice President
                                                                        [Seal]
Signed, sealed and delivered by
CITIBANK, N.A. in
the presence of:

----------------------------


----------------------------


<PAGE>


STATE OF OHIO       )
                    )  ss.:
COUNTY OF SUMMIT    )

      BE IT  REMEMBERED  that,  on the 27th day of June,  2001  before  me,  the
undersigned, a Notary Public in said County of Summit, State of Ohio, personally
appeared Arthur R. Garfield,  who being duly sworn according to law, doth depose
and say that he was personally  present and did see the common or corporate seal
of  the  above  named  PENNSYLVANIA  POWER  COMPANY  affixed  to  the  foregoing
Supplemental Indenture; that the seal so affixed is the common or corporate seal
of the said  Pennsylvania  Power  Company and was so affixed by the authority of
the said corporation as the act and deed thereof; that the above named Arthur R.
Garfield  is a Vice  President  of  said  corporation  and  did  sign  the  said
Supplemental  Indenture  as such in the  presence  of this  deponent;  that this
deponent is the Corporate Secretary of Pennsylvania Power Company,  and that the
name of this deponent  above signed is  attestation  of the due execution of the
said Supplemental Indenture is in this deponent's own proper handwriting.

      Sworn to and subscribed before me this 27th day of June, 2001.
[SEAL]
                                      ----------------------------------
                                      Susie M. Hoisten
                                      Notary Public
                                      Residence Summit County
                                      Statewide Jurisdiction Ohio
                                      My commission expires November 19, 2001

State of Ohio       )
                    )  ss.:
County of Summit    )

      I HEREBY  CERTIFY  THAT on this 27th day of June,  2001,  before  me,  the
subscriber,  a  Notary  Public  in and  for  the  State  and  County  aforesaid,
personally  appeared  Arthur R. Garfield,  the attorney for  PENNSYLVANIA  POWER
COMPANY, and the attorney named in the foregoing  Supplemental Indenture and, by
virtue  and  in  pursuance  of  the  authority   therein   conferred  upon  him,
acknowledged  the  said  Supplemental  Indenture  to be the act and deed of said
Pennsylvania Power Company.

      WITNESS my hand and notarial seal the day and year aforesaid.

[SEAL]
                                      ----------------------------------
                                      Susie M. Hoisten
                                      Notary Public
                                      Residence Summit County
                                      Statewide Jurisdiction Ohio
                                      My commission expires November 19, 2001



<PAGE>


STATE OF OHIO     )
                  )ss.:
COUNTY OF SUMMIT  )

      On the 27th day of June,  2001,  before  me,  personally  came  Arthur  R.
Garfield to me known,  who,  being by me duly sworn,  did depose and say that he
resides  at 3846  Wisewood  Street,  Uniontown,  Ohio  44685;  that he is a Vice
President of PENNSYLVANIA  POWER COMPANY,  one of the corporations  described in
and  which  executed  the  above  instrument;  that he  knows  the  seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the Board of Directors  of said  corporation,
and that he signed his name thereto by like authority.

      WITNESS my hand and notarial seal the day and year aforesaid.

[SEAL]
                                      ----------------------------------
                                      Susie M. Hoisten
                                      Notary Public
                                      Residence Summit County
                                      Statewide Jurisdiction Ohio
                                      My commission expires November 19, 2001

STATE OF OHIO     )
                  )ss.:
COUNTY OF SUMMIT  )

      BE IT  REMEMBERED  that,  on the 27th day of June,  2001  before  me,  the
undersigned,  a Notary  Public in said  County  of New York,  State of New York,
personally  appeared  Nancy Forte,  who being duly sworn  according to law, doth
depose  and say  that  she was  personally  present  and did see the  common  or
corporate  seal of the above  named  CITIBANK,  N.A.  affixed  to the  foregoing
Supplemental Indenture; that the seal so affixed is the common or corporate seal
of the said  CITIBANK,  N.A.  and was so  affixed by the  authority  of the said
corporation  as the act and deed thereof;  that the above named,  P. DeFelice is
one  of  the  Vice  Presidents  of  said  association  and  did  sign  the  said
Supplemental  Indenture  as such in the  presence  of this  deponent;  that this
deponent is a Assistant Vice President of said CITIBANK, N.A., and that the name
of this deponent  above signed is  attestation  of the due execution of the said
Supplemental Indenture is in this deponent's own proper handwriting.

      Sworn to and subscribed before me this 27th day of June, 2001.

[SEAL]
                                         -------------------------------


<PAGE>


STATE OF NEW YORK       )
                        )ss.:
COUNTY OF NEW YORK      )

      I HEREBY  CERTIFY  that on this 27th day of June,  2001,  before  me,  the
subscriber,  a  Notary  Public  in and  for  the  State  and  County  aforesaid,
personally  appeared P.  DeFelice,  the attorney  for  CITIBANK,  N.A.,  and the
attorney  named in the foregoing  Supplemental  Indenture  and, by virtue and in
pursuance  of  the  authority  therein  conferred  upon  him,  acknowledged  the
execution  of  said  Supplemental  Indenture  to be the  act  and  deed  of said
CITIBANK, N.A.

      WITNESS my hand and notarial seal the day and year aforesaid.

[SEAL]
                                         -------------------------------




STATE OF NEW YORK                     )
                                      ) ss.:
COUNTY OF NEW YORK                    )

      On the 27th day of June, 2001 before me,  personally came P. DeFelice,  to
me known,  who being by me duly  sworn,  did  depose  and say that he resides at
47-09 169th Street,  Flushing,  New York 11358;  that he is a Vice  President of
CITIBANK,  N.A.,  one of the parties  described in and which  executed the above
instrument; that he knows the seal of said association; that the seal affixed to
said  instrument is such corporate  seal; that it was so affixed by authority of
the Board of Directors of said association,  and that he signed his name thereto
by like authority.

      WITNESS my hand and notarial seal the day and year aforesaid.

[SEAL]
                                         -------------------------------



<PAGE>


      Citibank,  N.A.  hereby  certifies  that its precise name and address as
Trustee hereunder are:
                                    CITIBANK, N.A.
                                    111 Wall Street - 14th Floor
                                    Borough of Manhattan
                                    City, County and State
                                      of New York 10005

                                    CITIBANK, N.A.

                                    By:
                                        --------------------------------
                                                  P. DeFelice
                                                 Vice President